A full spectrum of service offerings One-firm

A full spectrum
of service offerings
One-firm
Deloitte is a leading professional
services firm offering clients a
wide range of integrated advisory
services.
Our approach is impressive due
to the diversity of professional
services that we offer and the
broad range of industries that we
serve in addition to our strong
presence throughout Romania.
About Deloitte
4 Deloitte by the numbers
Our Services
6 Audit & Advisory
8 Enterprise Risk
10 Forensic
12 Tax
14 Legal
16 Consulting
18 Alternative Financing –
Structural Funds & State Aid
20 Financial Advisory
22 Our Offices in Romania
23 Here to Meet Your Needs
Our extensive knowledge of
business issues helps our clients to
excel in Romania and around the
globe.
Diversity is a part of our identity
A full spectrum of service offerings - One firm
3
Professionals
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Clients
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Co
500
visory
Risk
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Offices
Fin
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Whatever your area of activity, we deliver the experience
and knowledge needed to create tailored, added-value
solutions adapted to your organization.
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With a particular focus on the following industry sectors:
Consumer Business, Energy & Resources, Financial
Services, Life Sciences and Health Care, Public Sector, Real
Estate, Technology, Media and Telecommunications, our
people have extensive experience on the local market,
combined with international expertise, which enables
us to deliver complex business solutions tailored to your
needs.
Structural Fun
ds &
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Reputation, approach,
efficiency, knowledge
and experience are
all factors which will
influence your choice.
We believe it is all about
people who make a
difference. Therefore,
we have structured our
multidisciplinary team
with the utmost care to
mirror your organization
and to offer you an
approach that will meet
all your business needs.
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In Romania, the services are provided by Deloitte Audit
S.R.L., Deloitte Tax S.R.L., Deloitte Consultanta S.R.L.,
Deloitte Evaluare S.R.L. Deloitte Fiscal Representative S.R.L.
and Reff & Associates SCA (jointly referred to as “Deloitte
Romania”) which are affiliates of Deloitte Central Europe
Holdings Limited.
Deloitte Romania
employs approximately
500 nationals and
expatriates who
are led by Partners and
other business leaders.
The responsibility for
managing Deloitte
Romania rests with
the Country Managing
Partner.
At Deloitte, we don’t believe that one size fits all. That is
why we provide rewarding solutions designed for each
client’s industry, marketplace, and unique situation. Thanks
to our industry specialization approach, the professionals
assigned to your affairs are specialists in your industry, and
they understand the current trends and technologies as
well as the competitive challenges you face.
L eg
al
Deloitte Romania is a member of Deloitte Touche
Tohmatsu Limited (DTTL), a private company limited by
guarantee and is a professional services firm with offices
in Bucharest, Cluj-Napoca and Timisoara. We provide
Audit & Advisory, Enterprise Risk, Tax, Legal, Grants &
Incentives, Financial Advisory, Consulting services to public
and private clients spanning multiple industries. With a
globally connected network of member firms in more than
150 countries, Deloitte brings world class capabilities and
deep local expertise to help clients succeed wherever they
operate.
Our Services: In-depth 360˚ Coverage
Tax
Deloitte by the numbers
A full spectrum of service offerings - One firm
5
Audit & Advisory
At Deloitte, we use an integrated audit
approach adapted to your industry as well as
employ leading-edge support tools.
Furthermore, the work is performed by a skilled,
well-coordinated team with many years of experience
in providing external audit services to large public
companies.
With a global network applying our robust audit tools,
resources and procedures, our professionals are able
to deliver audit services to the highest standards of
independence, professional objectivity and technical
excellence.
Deloitte understands that our clients expect the highest
professional standards from their independent auditor.
Our professionals take time to understand your business
and the industry you are operating in, so we can help
identify major risks and opportunities beyond the
traditional financial reporting function.
Our range of audit
and advisory services
helps you achieve your
business objectives,
manage your risk and
improve your business
performance.
6
Statutory & International Standard Audits
We perform audits of the financial statements of our
clients under both local and international reporting
standards. We do this in accordance with the standards on
auditing adopted by the Romanian Chamber of Financial
Auditors and / or International Standards on Auditing.
Financial Statement Transformations
Many of our international clients find it helpful to have
their local financial statements transformed into a familiar
format that is in accordance with the accounting principles
of their own country. When performing this service,
we also provide our clients with additional information
and clarification as to the contents of their financial
statements.
Financial Reporting
When companies take advantage of domestic and
international financial markets to raise capital, it is
vital they adapt their financial reporting systems to
the requirements of the regulatory institutions. Capital
financing on international markets requires an in-depth
knowledge of the regulations of those markets. Our
professionals have extensive experience in this area which
combined with the international network of our global
firm, ensures that we can support our clients in all their
ventures.
Review of Accounting Systems and Internal Controls
We review our clients’ accounting systems and internal
controls and perform specific procedures designed to
provide assurance to clients that they have achieved their
objectives related to:
• Effective and efficient financial controls and systems
• Reliable financial reporting
• Compliance with local laws and regulations
• Compliance with internal company policies and
procedures
• Adequate protection of company‘s assets against fraud
Our work facilitates the implementation of internal control
systems that help achieve the objectives described above
and which result in more efficient and effective financial
reporting.
Accounting Advisory Services
Changes in accounting legislation pose new challenges.
Our team of local and international professionals is well
placed to advise our clients on issues arising from new
legislations such as Romanian Statutory Regulations,
International Financial Reporting Standards (IFRS), US
Generally Accepted Accounting Principles (US GAAP) and
other countries specific GAAPs.
Training
Our professionals understand the value of going beyond
just providing client service and actually transferring
knowledge. This enables companies to achieve deep
and long-lasting improvements in the quality of their
financial reporting. This occurs through the day-to-day
performance of our services, working alongside our
clients’ staff but also in formal seminars. Our professionals
have extensive experience in facilitating trainings on a
range of topics, including international financial reporting
standards.
Financial Due Diligence
Our experienced professionals are well-grounded to help
reduce the risk of investment by performing due diligence
and other agreed procedures for potential investors.
We also perform similar reviews on behalf of existing
shareholders, creditors, banks, and government agencies.
A full spectrum of service offerings - One firm
7
Enterprise Risk
Deloitte’s Enterprise Risk Services practice is
a global leader in helping clients to manage
risk, whether existing or potential, from the
boardroom to the network.
We provide a broad array of services that allow clients
to better measure, manage and control risk, to enhance
the reliability of systems and processes throughout the
enterprise.
Enterprise Risk Management
We help companies define and implement an integrated
approach which involves management, business units
and functional areas. It provides the following benefits:
process and data integrity, process flow effectiveness,
improved process capacity, detection of fraud, project
management, improved supply chain management,
improved management of distribution channels, corporate
governance and control accountability.
The aim of our risk management services is to review
your current processes and identify areas where the
management of risk can be enhanced, based on the
application of these elements to the specific needs of your
business.
Internal Audit
Senior management’s need for timely and reliable
business intelligence has never been so acute. The effects
of accounting scandals that destroyed global brands
overnight mean that business leaders have to divert time
from executing their strategy to the tactical defense of
their corporate governance. In the past, IA was a routine
and sequential performance of compliance audits with
few quality considerations and concerned primarily with
policy and procedure compliance.
Now, IA is expected to be a valued advisor to
management – dynamic, focused on identifying business
risks, and communicating useful information about such
risks as well as process improvement opportunities.
We can offer a wide range of internal audit services,
enabling you to expand scope, improve quality and
streamline the internal audit processes.
Revenue Assurance: Increasing Profits
We define revenue assurance as an activity that an
organization does to ensure that processes, practices
and procedures maximize revenues. The primary
objective of Revenue Assurance is to ensure that all
products or services are accurately billed within an
appropriate timescale and that all billed revenue is
collected, again within an appropriate timescale.
Our services include: assessment of existing revenue
assurance process, designing revenue assurance
framework, implementation of revenue assurance in an
organization and operating revenue assurance function
of an organization.
8
Contract Risk & Compliance
Companies rarely go alone. Corporate growth and
business success are increasingly supported through
strategic alliances, partnerships and outsourcing
arrangements. Many companies license their intellectual
property to others. Many also use providers to develop,
manufacture, market or sell their products. Compliance
audits assess whether key risks associated with the
contracts concluded with third parties are identified and
effectively addressed by the internal control infrastructure
within the clients extended enterprise.
Specifically, we can assess the sufficiency of our clients’
design of controls and those of their business partners
to mitigate key risks and support compliance with their
contractual obligations.
EU Funds Advisory and Assurance Services
In regards to significant financial corrections applied by the
European Commission for inappropriate management of
EU funds we are able to offer consistent and independent
methodologies to assist Managing and Audit authorities in
ensuring that funds are used for their intended purpose by
eligible and qualifying recipients. Deloitte provides advisory
and assurance services in the management, control and
expenditure of EU funds.
Audit, attestation and certification of IT systems
Considering the requirements of the international
standards and/or the legal regulations, specific IT
systems must comply with defined hardware and
software restrictions and embedded controls. Our
experienced IT team comprised of specialists can assist
you in obtaining the desired certification by providing
competent assessment and recommendations that can
support compliance with your regulators’ requirements.
We have extensive expertise with respect to Internet
Banking systems, Electronic Invoicing & Archiving
solutions, Electronic Payment Systems or particular IT
solutions developed to support your business needs.
IT General Controls (ITGC) are those control activities
that are performed as part of the day-to-day operations
of the IT function. They encompass the control activities
employed by management to ensure the application
systems process information consistently and in a
controlled manner. We provide control evaluation
services as part of the financial audit process; and
design, implementation and readiness services to our
non-audit clients.
Cyber Security
We have answers to your queries for each of the areas
mentioned below:
Security, Privacy & Data Protection - Our team can help
you understand the key factors for reducing exposure
to critical risks and potential damage to your brand,
including help in the following areas: privacy and data
protection strategy, building an organization-wide
inventory and classification map of personal data,
policies and procedures, training and awareness, crossborder data transfers, data retention, compliance with
law enforcement requests, building privacy controls into
IT projects, audit and monitoring programs for ongoing
data protection compliance.
Application Integrity (including Segregation of Duties
Reviews) - We can help you protect the software
applications that support your initiatives based on
computer generated information.
With stronger application integrity, you can reduce or
eliminate operational disruptions and their associated
costs, thus enabling you to make accurate data available
to your business partners and customers which in turn
helps you to be competitive.
Business Continuity Management - Our BCM framework
involves the development of a long-range capability. We
guide your organization toward “enterprise resiliency,”
a predictive model that can help your company to
preemptively recognize and respond to a threat before it
becomes a crisis.
Regulatory & Compliance
The Enterprise Risk practice offers a comprehensive range
of services designed to help clients understand business
risks, determine acceptable levels of exposure, implement
controls and provide ongoing measurement, monitoring
of the risk environment and compliance.
In the wake of the global financial crises financial
institutions have been under increased pressure and
closer scrutiny. Regulators have higher expectations
which need to be regularly met in order to ensure
manageable growth and compliance with laws and
regulations.
Regulation continues to pose a major challenge for
the financial services industry. We are facing a period
of significant regulatory changes, in terms of number
of new initiatives, their complexity and the interplay
between different regulations. Senior management
can no longer afford to treat regulation primarily as a
matter of compliance: some regulatory developments
raise fundamental questions about the economics of
the business that go to the heart of the organization’s
strategy.
Our ERS department has developed an approach and a
full set of tools to help banks and insurance companies
deal with the challenges for the financial services
industry and its regulators. We diagnose, check and
create a framework of policies. We provide a wide array
of services to clients who proactively seek to promote
compliance standards, educate their workforce and
detect potential violations. We also assist clients in
addressing identified compliance issues.
We ensure comprehensive gap analysis and diagnostic
against regulations released by the supervisory
authorities.
Foreign Account Tax Compliance Act (FATCA)
We are helping our clients to analyze FATCA
requirements and prepare detailed assessment of
functional areas and systems which are impacted, with
a focus on:
• Identify and create the program management team
and governance structure for implementation of
required changes, manage the risk and monitor
compliance
• Conduct a risk assessment and gap analysis on
existing compliance, operations and technology
process and systems
• Assist in development and execution of account
remediation methodology (e.g., population
identification, remediation plan and procedures)
• Implementation of FATCA requirements (according
to Final Regulations or relevant Intergovernmental
Agreements)
• Trainings
Solvency II
Solvency II is the new solvency regime for all EU
insurers and reinsurers, which also covers the insurance
operation of banc assurers. Solvency II aims to
implement solvency requirements that better reflect
the risks that companies face and deliver a supervisory
system that is consistent across all member states.
The challenge of preparing for and implementing
Solvency II calls for a multi-disciplinary approach. At
Deloitte, we are able to provide the required breadth of
service expertise that ensures all aspects of Solvency II
requirements and opportunities are considered and can
support you through the entire process.
A full spectrum of service offerings - One firm
9
Forensic
Our multidisciplinary team includes
accountants, auditors, data engineers and
investigators who are trained to identify
irregular transactions and relationships not ordinarily
discovered in the course of an audit.
Deloitte established the first forensic and investigative
accounting service line in Central Europe in August 1998
and was the first firm to build a dedicated team of forensic
specialists in the Balkans, operating outside Romania. We
have conducted a large number of investigations in the
Balkans, across all industries and in respect of frauds of all
sizes.
The focus of investigative or forensic accounting is the
detection, prevention and investigation of commercial
irregularity and fraud and support for its resolution,
through litigation or alternative means. Whatever the size
or complexity of the matter, we aim to uncover fraud and
irregularity, identify perpetrators and modus operandi, limit
losses, prevent recurrence and assist with recoveries.
The focus of forensic accounting
is the prevention, detection,
investigation and litigation of fraud
and irregular activity.
Our Analytic & Forensic Technology professionals assist
clients and their legal counsel to collect, preserve and
analyze large and disparate data to support or refute the
facts and allegations of commercial investigations and
complex litigation. We combine our forensic accounting
and investigative skills with advanced computer labs and
cutting-edge technology to offer innovative solutions to
our clients’ complex legal problems.
Forensic Technology includes the discovery, analysis and
reconstruction of information extracted from computer
systems, computer networks, media and peripherals.
10
Commercial & Fraud Investigations
We investigate actions to the detriment of shareholders,
conflicts of interest of management and employees, theft
of funds and assets, procurement fraud and contractual
misrepresentations. We are supported by our in-house
data mining tools to sift through large client databases
and specialized forensic technology to image and
interrogate computers and peripherals for electronic
documents such as emails and deleted files.
Fraud Detection
We use the latest forensic techniques and specialized
forensic technology solutions to identify suspicious trends
and patterns in large quantities of data. This focuses on
subsequent investigation, fraud prevention programs and
yields recommendations for clients’ control environments.
Fraud detection tools can be built into existing systems for
ongoing benefit.
Corruption and Fraud Risk Assessment & Diagnostic
Directors and management have a fiduciary obligation and
a corporate responsibility to take steps to deter, detect and
prevent it. Our integrated approach to fraud control helps
organizations to understand their susceptibility to fraud
risk, identify high-risk fraud areas, and develop a fraud
control plan to address areas of critical fraud risk, monitor
the ongoing effectiveness of fraud risk mitigation, and
respond to actual instances of fraud.
We perform fraud risk assessments and advise on
best practice for fraud risk management and the
implementation of fraud detection and fraud prevention
measures:
• Perform control and process reviews related to the
management of fraud risk;
• Review of contracts and supporting documentation,
review of internal procedures;
• Interviews with key personnel from Accounting,
Controlling or Procurement;
• Review compliance with supervisory authority‘s
regulations.
AML / CTF services
We perform AML/CTF risk assessments and advise on best
practice for AML/CTF and international sanctions risk
management ,and system implementation We provide
advice and remediation regarding Anti-Money Laundering
and Counter-Terrorist Financing.
We provide advice and remediation regarding Anti-Money
Laundering and Counter-Terrorist Financing with a special
focus on:
• Assessment of AML/CTF policies, procedures and
processes
• Assessment of AML/CTF Business Risk
• Define and implement AML/CDD measures in the
organization
• Design the AML/CDD function and processes to handle
the existing customers and new customers;
• AML/CTF Technology Consulting e.g., transaction
monitoring system design and rules selection,
configuration and optimization; screening list
management
• AML/CTF Training
Asset Tracing
We trace misappropriated assets. We draw upon the
global resources of Deloitte where assets have been
moved offshore.
Business Intelligence and Investigative Due Diligence
Concentrating on investigations into the background,
financial affairs, affiliations and associations of entities and
individuals, we obtain strategic background information
for our clients on potential and current business partners,
customers, investors, competitors and new personnel.
Litigation Support - Expert Opinions and the
Quantification of Damages
We provide litigation support in criminal and civil cases
including the assessment and quantification of damages
and the development of financial models. We assist
counsel with the development of arguments based on the
financial aspects of disputes. We have also been called
upon to provide expert reports to rebut allegations and
charges of fraud and money laundering.
Data Analytics
Data sits at the heart of every organization and is relied
upon for all aspects of operations, analysis, decisionmaking, reporting and planning. Analytics is a powerful
tool that can help businesses gain the hindsight, insight,
and foresight from their data needed to solve complex
problems that seem intractable. As part of the Enterprise
Risk Services practice in Romania, through Data Analytics
services, we make use of content, data visualization,
statistical and quantitative analysis, explanatory and
predictive modeling, and fact-based management to
drive integrated decision-making. Supporting our core
advisory services, the Analytics comprehensive approach
is fueled by deep industry, broad functional experience
and mastery of technology employed to help reveal new
opportunities to clients through better use of their data.
We work with clients across all industries to help
address serious business concerns across a range
of corporate activities, such as effective asset
management, investigating and deterring potential
fraud, managing the litigation process, Credit Risk
Management, maintaining regulatory compliance.
Our analytics capabilities range from the basics, such
as data management and business intelligence, to
more sophisticated capabilities, such as performance
management, predictive modeling, asset intelligence,
automation and more. This ranges from generating
reliable information (data quality and governance) to
diagnostic analysis (e.g., risk assessments, fraud and
anomaly detection) and value added analysis (e.g.
customer segmentation, System Tuning, Basel II/III
Model Validation, Predictive Asset Maintenance), in
areas relating to AML Compliance, Fraud Detection,
Regulatory and Risk, Asset Management.
A full spectrum of service offerings - One firm
11
Tax
Deloitte offers clients a broad range of fully
integrated tax services. Our approach combines
insight and innovation from multiple tax areas
with business and industry knowledge to help
your company excel locally and globally.
No matter the size of the company, for every transaction
the company conducts, tax implications may arise, as well
as multiple options for dealing with such implications,
in an environment of ongoing changes in both the
Romanian and international tax legislation.
Deloitte, through their worldwide offices and more than
100 years of experience, both locally and internationally,
can identify aspects that matter most to a company, offer
the best advice to comply with the tax legislation and
optimize the tax liabilities.
Deloitte Tax Department comprises
tax specialists having in-depth
knowledge of tax rules, as well as of
the market environment.
Strategic Tax Guidance
We will assist you in structuring your business transactions
so that your company optimizes its after-tax profit. Our
tax specialists, having professional expertise in various
business industries, will analyse the company’s business
activities, recommend alternatives consistent with your
business goals and the applicable tax law and will assist
you in the implementation process in order to reach
optimal results. Our services cover the analysis of the
potential tax implications that may arise both at national
and international levels.
International Tax Structuring
Our tax professionals can help you develop and implement
global tax strategies in order to maximize your business
development and to optimize the tax impact of the
transactions, irrespective of where the activities are carried
out. By using our local and global resources through our
international network, we can develop an overall tax
strategy depending on your needs and expectations.
We also scrutinize from a tax perspective the transactions
connected to pre and post-acquisition deals, mergers,
spin offs, dissolutions, transfer of businesses and realestate, including tax due-diligences. We also advise on
tax efficient holding company locations, cross-border
transactions, intellectual property and intangible assets
and cost allocation methods.
12
Indirect Taxes
In a “connected” economy and globalized market, indirect
taxes are of significant importance to our clients’ business.
Our tax specialists’ team has a wide expertise in various
business industries, such as: oil and gas, financial services
industries, fast moving consumer goods, real estate and
more. Our team offers advice in various fields such as:
• VAT: tax advice on specific matters, VAT registration
and refund assistance, late payment interest reclaim
during VAT refund process, VAT compliance services,
VAT review services, tailored trainings and seminars,
assistance during tax inspections and during the appeal
process against the fiscal inspection reports, as well
as assistance in litigations with the fiscal authorities,
cash-flow optimization, pro rate optimization and VAT
deduction.
• Customs and international commerce: assistance in
optimizing international commerce operations and
harmonized/non-harmonized excisable products
transactions, minimizing the related costs and
eliminating costly delays, thus creating a competitive
advantage. Our experts can also offer assistance in the
analysis, review and assessment of the Environmental
Fund liability risks, for example, packaging, oil,
dangerous substances, electrical and electronic
equipment, batteries and accumulators, waste batteries
and accumulators.
Global Employer Services
For any organisation, employment represents a very
sensitive and sophisticated area, both locally and globally.
Some of the most significant challenges that employers
are currently facing are, among others, striking the right
balance between being competitive on the labor force
market and the associated fiscal costs, or being compliant
with the tax and labor provisions both locally and globally,
particularly when the labour environment has become
very mobile. Deloitte offers well-structured plans and
development strategies that can streamline local or global
compensation programs from a tax and social security
perspective.
Our team can also assist you in handling employees’
international mobility aspects such as mobility planning,
immigration process, coordination of expatriates’
programs, salary and personal tax compliance, assistance
in obtaining social security certificates of coverage, etc.
We are also committed to protecting the personal wealth
of our individual clients, by advising and supporting
them in fulfilling their personal tax obligations for every
transaction performed. Our expert advice covers taxation
of income obtained from investments, from independent
activities, real estate income, as well as aspects on
international taxation and European rules regarding social
security.
Corporate Taxation
Deloitte team, having broad expertise in various areas
of activity, offers you tailored assistance on various tax
matters, such as: corporate income tax, withholding tax
on the income obtained by non-residents from Romania
as well as local taxes. By maximizing the benefits and by
optimally applying the reliefs under the Romanian and
international tax law, our experts will consider business
strategies and advise you on the most tax efficient way to
structure your business.
Tax Compliance
Our tax team can prepare, review and submit your
corporate income, VAT or other tax returns timely,
accurately and in accordance with the Romanian
legislation. This will ensure that your tax-filing obligations
are properly observed.
Transfer Pricing
Multinationals are currently operating in a complex
and challenging environment and have come under
increasingly strong scrutinity by fiscal authorities in
relation to the transfer pricing regime and intercompany
transactions. According to domestic legislation, Romanian
taxpayers have to prepare a transfer pricing file for
transactions with foreign and Romanian affiliated parties.
On-going assistance
Our team can offer you on-going tax consultancy under
a monthly subscription which includes a certain number
of hours. These services may cover aspects from areas
such as direct taxes, indirect taxes and local taxes that are
meant to offer solutions for medium complexity issues.
Our transfer pricing experts are specialized in offering a
complete range of transfer pricing related services from
transfer pricing documentation and planning to advance
pricing agreements and technical assistance during tax
audits.
We also act as authorized tax agent or fiscal representative
for VAT purposes and we can assist you with VAT
reimbursement and customs procedures.
Assistance during fiscal inspections
Our tax specialist team can offer your company assistance
during tax inspections carried out by the Romanian
authorities. We can also assist you in challenging tax audit
reports or provide you with tax litigation assistance.
Assistance in obtaining tax rulings
Our team can offer support in obtaining confirmations
from the relevant tax authorities on the tax treatment
applicable to specific tax issues, through non-binding and
binding rulings. In this respect, our services consist in:
preparing and submitting of the letters, participating in the
meetings with the tax authorities, monitoring the status of
the rulings.
Outsourcing of tax personnel
Depending on your specific needs, Deloitte can provide
your company through a secondment agreement with
specialized staff in order to provide support for daily tax
related activities.
Tax agent / representative
Our team can offer you the following types of tax
assistance services for fulfilling tax compliance obligations
in Romania: tax agent for non-residents deriving
capital gains from Romania or tax representative for
pharmaceutical companies in relation to fulfilling their
claw-back obligations.
Business Process Outsourcing
Our team provides reliable financial statements in
accordance with the Romanian accounting framework
and offers full bookkeeping services and financial reporting
for group purposes. Our team of specialists may also
help prepare payroll services for our clients employees,
including the calculation of salaries, social security, health
insurance, unemployment fund contributions, personal
income taxes.
The Personnel Contract Program that is available for
you is a product where our professionals are temporarily
enrolled in you company’s finance function to help with a
temporary lack of necessary resources.
In addition, we can also assist you in implementing ERP
project management systems as well as in changing
the management component associated with an ERP
implementation. Furthermore we can optimize your
finance and accounting practice and provide advice
on aspired end-state processes by analyzing current
deficiencies.
Tax Alert
You will be informed through our Tax Alert / newsletter
about all recent and proposed changes in the Romanian
legislation that may affect your tax position. Our Tax
Alert service is free of charge to all interested parties, on
domestic and foreign markets.
Courses /Seminars
Our team can provide a wide range of courses and
seminars on various tax matters. Such courses and
seminars may have a general approach, can be adapted
to a certain business industry or can be customized for the
specific activity of a company.
A full spectrum of service offerings - One firm
13
Legal
Reff & Associates provides legal assistance
to our clients in Romania on various issues
including mergers and acquisitions, corporate
and commercial law, banking & finance, capital markets,
real estate, employment, insolvency, fiscal and commercial
litigation, and PPP & public procurement.
Corporate & Commercial
Our practice advises on the structuring and restructuring
of investments, transfers of activities, mergers, de-mergers,
incorporated or non-incorporated joint ventures, including
formation, corporate governance, minority rights,
deadlock resolution and exit.
Reff & Associates is the legal practice of Deloitte Romania,
organized as a separate law firm led by Alexandru Reff
and Andrei Burz Pinzaru. We have a sizeable team with
a service line structure that allows us to combine deeply
specialized knowledge, where required, and an efficient,
versatile approach to less complex manners. We take
pride in the quality of our work, as acknowledged
by various local publications and international legal
directories and documented by our involvement in
some of the most complex and significant transactions
in the Romanian market in recent years. We also pursue
efficiency in everything we do as a means to reconcile
client expectations of value for money with our need to
continue to invest in highly talented and skilled lawyers
and their training.
Finance Law
Our lawyers are experienced in assisting clients in loan and
trade finance, leasing operations, debt restructuring and
factoring. We have extensive experience in assisting both
lenders and borrowers in structuring complicated finance
transactions, including drafting, reviewing and negotiating
contractual documentation.
We thus have an ability rather unique among lawyers
to assist on complex engagements where merely legal
knowledge is not sufficient. We have also developed
a business advisor approach to the practice of law,
focusing on delivering pragmatic and commercial
recommendations, in a timely and user-friendly manner
rather than taking academic views of legal challenges.
Mergers & Acquisitions
Our lawyers assist either the buyer or the seller during the
entire process of evaluating a Target.
Structuring - Analysis and validation of the proposed
transaction structure, particularly in less straightforward
deals; identification of risks, design or confirmation of a
certain approach.
Due diligence and analysis - Different areas of focus and
level of detail, analysis of findings and their impact on
the transaction, design and implementation of solutions,
including revising deal structure.
Capital Markets
We assist on public offerings, designing and implementing
acquisition structures of publicly traded companies,
representing the clients’ interests in front of the Securities
Commission. We provide assistance with ongoing
requirements imposed on publicly traded companies, as
well as capital market operators. Furthermore, we can
assist our clients in designing and implementing share buybacks and stock option plans.
Real Estate
Our specialists provide assistance for transaction support,
structuring of real estate transactions, title verifications,
title insurance land utilization, zoning, administrative
regulations, investment vehicles, acquisition and disposals,
mortgages and others.
Insolvency
We advise both creditors and debtors in various insolvency
matters, during pre-insolvency and actual insolvency
procedures from entitlement to opening the insolvency
procedure to possibilities to close the insolvency,
providing complex analysis regarding existing options,
preservation of rights, defending against other parties’
claims or challenging their rights. We also offer assistance
and representation in front of the syndic judge as well
as in front of the Creditors’ Meetings during the entire
insolvency process.
Competition & EU Law
We advise on a large scale competition issues, including
competition and anti-trust compliance, vertical
and horizontal agreements, analysis of distribution
agreements, etc. We have a very detailed understanding
of complex competition law matters related to economic
concentrations and advise on assessment of economic
concentrations, design of efficient structures and
representation in front of the Competition Council.
Employment
In a relatively rigid and challenging legal environment, we
help companies deal efficiently with employment related
issues by providing customized contractual solutions, clear
and effective internal regulations, compliant procedures,
etc.
Public Sector
Benefiting from the experience gained through the
performance of various assignments in the field of
public procurement and concession projects, including
drafting the toolkit for applying the concession legislation
in Romania, our team can provide legal assistance
on various aspects of Romanian legislation regarding
public procurement and concession projects, including
concession of public assets.
Litigation
We represent clients in general commercial, civil,
employment litigation, including corporate disputes,
recovery of debts, real estate litigation, settlements
and forced execution. In the tax litigation process the
multidisciplinary teams ensure that all issues are covered
both from legal and tax perspectives. Our practice includes
pre-litigation assistance, assistance with the administrative
proceedings and representation in front of the courts of
law.
Our legal practice is fully integrated
within the multidisciplinary structure
of Deloitte in Romania, such that
our lawyers and tax advisors are
effectively one team working very
closely with other Deloitte experts in
accounting and audit, risk services,
corporate finance, transaction support
services, valuation and modeling,
strategy and operations, human
capital, public sector and other
Deloitte areas of expertise.
Pre-contractual documentation and share purchase
agreement - Preparation, negotiation and conclusion
of the transaction documentation addressing all the
issues identified during the due diligence process and
accommodating efficiently the agreed structure.
Implementation - Fulfilling tax obligations related to the
transaction, registering the transfer of shares, amending
the articles of association of the target and registering
such changes, obtaining competition law clearance.
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A full spectrum of service offerings - One firm
15
Consulting
We bring you THE One Stop Shop
management consulting experience. With
strong industry focus (Financial Services,
Energy & Resources, Retail, Public Sector and Technology
and Telecommunications) we put our full weight behind
your projects at better than market prices.
We have setup a senior team of professionals who have
a perfect blend of executive and hands-on experience,
complemented by their deep understanding of their
respective industries both at local & regional level. Add
to this the right contacts - thus being able to initiate
constructive dialogue and support you though all the
phases of your endeavor – and you get an unique team in
Romania and in many ways in the Central Eastern Europe.
Last but not least, our consulting methods and tools add
consistency, reliability and efficiency to our client service
delivery.
Here in Consulting, we believe that
when our clients and society are
stronger, so are we. This is our simple
yet strong reason for showing up at
work, and working hard to deliver
value and expected results for our
clients.
We take responsibility for our work,
as we understand the importance
of our contribution in helping both
private and state-owned companies
support the growth agenda of the
country.
16
Strategy Consulting
Whether it’s Growth or Efficiency you are focused on, it’s
ultimately about achieving measurable bottom line results.
We work with you to identify and prioritize the initiatives
that will grow your business and develop a differentiating
capability to be simpler, better and cheaper so that you
meet your ultimate business goal.
We can help you identify market potential and
opportunities, design client value proposition, enhance
sales & service management or improve process efficiency
and cost optimization, or simply better understanding of
your customers by tapping in the customer data with our
analytics tools and capabilities.
The result – not another fancy recommendations report.
While delivering on our growth and efficiency promise to
you, we also enable your organization to deliver better
and faster as our consultants speak from experience not
from books. Our consulting work is actionable, connected
to the Romanian reality and always looking on best
practices and industry benchmarks.
Financial Service Industry
Focuses on three main levels: (1) Sustainable risk cost
reduction – by supporting a proactive approach towards
early identification of clients at risk and an ongoing
portfolio monitoring, (2) Implement and maintain
operating efficiency – taking a more strategic approach
to create a low cost and effective operating model,
adjusted to Romania’s purchasing power and (3) Revenue
maximization – by (re) evaluating the factors that
make a customer require a particular banking product
and combine it with the bank’s own revenue and profit
experience.
Project Management
We assist ambitious companies drive their business
programs, by doing project management work from
the early but essential phase of defining Interrelations
between projects and activities and project management
plan, stakeholder management and project execution
( project status reports, issues and risk management,
communication and change management) as well as
project closure and post implementation monitoring.
Business Due Diligence
Complementing the financial and transaction due
diligence, conducting commercial due diligence,
assessing deal benefits and planning for operations
integration and streamlining are all part of the
transaction readiness as well as diligence and execution
phases. This service offering includes Commercial DD,
Operational DD, HR & Employees benefits DD and IT DD.
Shared Service Centers
We evaluate your organizational structures and define
a holistic delivery model that aligns capabilities,
technology and location to your overall strategy. This
offering includes global business services strategy
and assessments, process redesign & shared services
strategy implementation, covering the entire project
lifetime: Design & Build, Implementation, Operations
and Optimization.
Outsourcing strategy and implementation assistance
Having an experienced partner with no bias towards a
solution or another is a great asset in any outsourcing
process. This is a new service offering that delivers to
our clients a comprehensive approach to outsourcing
process, together with description of outsourcing
specification and correct tender documentation.
Human Capital Advisory Services
Our consultants identify, manage and solve the people
issues that enable businesses to perform above their
potential, with expertise in HR strategy, organization
and change, high performance cultures, and rewards.
Through pursuing the goal of improving our clients’
organizational results and impact by focusing on
challenges at the intersection of business and people,
we have gained recognition of our competence and
expertize.
We offer our clients the broadest capabilities of any
HR consulting professional service provider, and for
the third year in a row have been recognized by
Kennedy Information, LLC, a world renown company
that assesses and ranks, among others, the consulting
services providers, as “Vanguard Leader in Human
Capital Strategy Consulting, based on capabilities”.
Our expertise covers key areas such as organizational
design, right-shaping and right-sizing, analysis and
definition of capabilities, roles and responsibilities,
motivation, incentives and compensation, learning and
development.
Deloitte proprietary Human Capital methodologies
stem from precise understanding of corporate
strategy, identifying its effect on individuals and their
performance, and re-organizing the HR function to
better prepare the human base for achieving the goals
set by the strategy.
Technology
Nowadays, successful companies understand that
strategy and technology are closely linked, as business
performance and competitiveness often depend on
the power and speed of information technology. We
provide CIO services by supporting business and IT
alignment, definition of IT strategy and governance, cost
analysis and optimization, requirements management
and purchasing support for key applications.
We advise our clients on using information technology
to improve business economics and reporting accuracy,
manage risk and create shareholder value.
Deloitte has developed its own methodology based on
best practices and many similar projects that we have
run. We are preferred partners of leading software
providers and our joint efforts guarantee that design
and implementation will be carried out to successful
completion. We will share our experience so you make
the most out of the effort spent.
A full spectrum of service offerings - One firm
17
Alternative Financing –
Structural Funds & State Aid
EU funds offer great possibilities for growth
and development, allowing leaders and
decision-makers across the country to fulfill
projects ranging from infrastructure to human resources
development. Alternative financing unit is designed to
help you benefit from the vast potential of EU funds that
are available to Romanian entities.
Deloitte has extensive experience on both ends of the EU
funds policy cycle, having assisted both the European
Commission and managing authorities of various
member states as well as final beneficiaries in developing,
managing, controlling and evaluating Structural Funds.
Deloitte’s team is ready to help you with assessing
your possibilities, designing projects, and preparing
management and control strategies that will protect your
entity and allow Romania and its regions to grow and
develop.
EU grants are designed to develop your business plans
by potentially offering you grants for construction,
modernization and expanding SME production or
service facilities, including purchase of new equipment
and tools, IT systems, new technologies, for improving
research, innovation and technological transfer
infrastructure for developing ICT products & services,
introduction of alternative energy sources, training your
employees and other areas.
Between 2014 and
2020 Romania benefits
from around EUR 22.4
billion in Structural &
Cohesion Funds, and
approximately EUR 8
billion for agriculture,
rural development and
fisheries.
EU funds may be used for:
State aid represents:
Investing in research and development – in order
to develop relations between companies, research
institutes and universities, to support the purchase of
your company’s research equipment or your researchers’
overhead expenses, mainly in the areas of: bio-economy,
information and communication technology, energy,
environment and climate change, eco-technology.
Financial support of the Romanian Government –
through different financial schemes meant to support
regional development, to stimulate economic growth
and new jobs creation by co-financing the construction
or rehabilitation of your factory premises, production
or service facilities, or purchasing new technologies in
various domains, except for: agriculture, fisheries, coal
or steel.
Investing in know-how and other intangible assets –
to cover expenses connected to purchasing know-how,
patents and research findings, and new production
manuals.
Employer’s stimulation – in order to cover training
expenses, the cost of trainers and of professional
HR counsellors, to develop training courses for your
employees or to create new jobs, especially for young
people, including schemes of apprenticeship and
internship schemes.
Improving IT infrastructure – to co-finance purchasing
IT technology in the areas of: e-government,
interoperability, information security, cloud computing
and social media, ICT in education, social inclusion,
health and culture, e-commerce, ITC innovation,
broadband infrastructure and digital services.
Supporting the energy sector – to build power plants
using alternative energy sources and to purchase
technology to reduce waste or renew heating systems.
Development in urban areas – may contribute to the
implementation of energy efficiency projects for public
and residential buildings, investments in public lightning,
urban public transport measures (electrical/ ecological).
Urban regeneration – rehabilitation of abandoned
industrial areas, renewal of brownfields and run-down
urban areas including the recovery of old ecological
burdens, the (re)construction of buildings for research
purposes and premises of small and middle-sized
enterprises or the construction of leisure-time and sports
facilities.
Our services
Deloitte’s goal is to provide top-quality professional
advisory services in the area of project applications to
European Union funds.
• Analyses of funds opportunities
• Definition of projects
• Checking eligibility for EU funding
• Advisory services in public funding
• Preparation of feasibility studies and cost-benefit
analyses
• Completion of applications for EU grants
• Management of grants
• Seminars and training courses on EU funding
Assessment of EU funds opportunities
Based on our experience in the new EU member states
and Romania, we can assist you in identifying all
opportunities in respect to EU funds applications. We
will help you transform early ideas into projects, define
the scale, scope, timing and conditions of potential EU
grants.
Successful applications
We deliver services on completing the EU funds
application dossier, including advisory services on
the appropriate EU grants program, justification,
description of project and the collection of all necessary
documents and attachments to the application. We
will design feasibility studies, cost-benefit analysis, and
risk assessment of EU projects as well as maintain links
to grant authorities and ministries to assure projects
correspond to priorities of grant programs.
Management of grants
Deloitte helps beneficiaries to be carried smoothly
through the management of projects while preventing
the threat of irregularities or loss of awarded grants.
Our services provide assistance in overall project
management, publicity, financial management,
procurement, training, control and other relevant
components.
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A full spectrum of service offerings - One firm
19
Financial Advisory
Deloitte’s Financial Advisory practice is one of the
prominent market players in Romania providing
integrated corporate finance and transaction
support advisory solutions to a focused portfolio
of domestic and multinational clients, private as well as
governmental.
Our Financial Advisory team brings outstanding experience
that has been gained through blending international
best practice with in-depth knowledge and sensitivity
to local market conditions. We offer a comprehensive
range of multidisciplinary advisory capabilities to our
clients, including corporate finance, transaction support,
valuation, finance raising, tax structuring and planning,
and corporate restructuring. Our sector focus brings
industry expertise to our clients which include not only
large multinational, but also national governments and
domestic companies across the whole range of the
business sector.
Corporate Finance Services and Mergers and
Acquisitions (M&A)
Corporate Finance
Deloitte Corporate Finance Advisory (CFA) team provides
services to companies throughout their lifecycle. We
assist clients with originating and executing transactions
and strategic investments for mergers and acquisitions,
divestitures, and capital planning.
Acquisitions
We aim to reduce the risks inherent in any acquisition
by providing expert advice on those elements essential
to a successful acquisition: planning, targeting and
execution. We help clients in areas such as formulating
the approach strategy, valuation and financial
structuring, using our senior level contacts, negotiating
the deal, advising on auction tactics, setting due
diligence frameworks, liaising with regulators, preparing
public documents and helping to ensure a timely and
managed completion.
Disposals/Sales/Divestitures
The decision to sell a business is one which many
managers and owners make once - with only one
chance to get it right. Are you selling too cheaply or
should you act quickly to realise your investment rather
than risk further uncertainty? We can guide shareholders
and management through each and every stage of
the transaction. We provide independent advice and
support to help vendors avoid the many pitfalls and to
increase the chances of a successful transaction. Our
services include helping you review your options, value
the business, prepare information memoranda, identify
potential acquirers, tax planning, negotiations, vendor
due diligence and transaction management.
20
Merger Integration
A large business integration is one of the biggest
challenges an organisation will take on. Estimates from
most reliable sources indicate that between 50-70% of
mergers fail to deliver shareholder value after the deal.
Our team has direct experience in managing large,
complex programmes across many industry sectors.
Through a clear focus on the value drivers behind
the deal, we have a proven track record of delivering
superior shareholder return after integration.
Project Finance, Capital and Debt Raising
We advise corporations, governments and financial
institutions on finance raising, restructuring, strategic
alliances, privatisation, divestitures and acquisitions.
Public Private Partnerships
We are at the leading edge in the development and
implementation of Public Private Partnerships (PPP)
in Romania. We have experience in all stages of the
PPP process including undertaking feasibility studies,
business case development, managing the bidding
process (including the drafting of all procurement
documentation), the development of innovative
performance management systems, tender evaluation
and contract negotiation.
M&A Transaction Support
Businesses are frequently sold in an organized auction
process. Whether seller or bidder, competitive edge
is vital and influenced by the ability to deliver speedy
analysis around key issues.
Acquisition due diligence
We specialize in helping investors achieve the best
value from a transaction. Our services normally stem
from the financial investigation of a business or venture
and are commonly regarded as an essential part of the
process of making an investment or financing decision.
Successful bidders will need to complete focused
due diligence to confirm price, funding and identify
issues that require reflection in the sale and purchase
agreement and completion accounts or the ‘locked box’
mechanism.
Our scope of work can be tailored to best suit your key
focus areas and we offer a wide range of Due Diligence
disciplines, including: Financial, Tax, Legal, HR, IT and
Commercial.
Vendor assist
In difficult and volatile markets, senior management
inevitably will look to review their strategic options one
of the outcomes may be to consider divestment. Once
that preliminary decision has been made, optimizing the
outcome can be challenging and time consuming.
Vendor Assist is the provision of a co-ordinated suite of
services, tailored to our clients’ needs to compliment
existing skills and resources, to address the challenges
faced prior to and throughout, the disposal process.
The Deloitte approach is to offer assistance at every
stage in the disposal process but our involvement can
be as limited or as extensive as the situation demands.
This ensures that you don’t spend money on services
that you can perform yourself. Examples of our services
include, but are not limited to: portfolio review,
transactional readiness review, project management,
financial and operational carve-out, separation planning
and implementation, data room support, tax review
and structuring, financial reporting procedures and
transaction advisory.
Vendor due diligence
Given current uncertainty around funding a transaction,
investors now require a greater degree of information
prior to committing their own resource. A vendor due
diligence report is ideal when there is a competitive
tension and a number of potential buyers.
The challenge for senior management is to ensure that
the vendor due diligence reports provide a consistent
sales message, whilst maintaining a robust and
independent view in order to instil confidence in the
potential buyers.
Vendor Due Diligence is key to a sale process in the
following scenarios:
• The nature of the transaction means that due
diligence will be a pre requisite for any bidder
• There are a number of potential purchasers involved
in an auction process
• The timetable is tight and the maintenance of
confidentiality is important
• Disruption to the business is to be avoided
• The transaction is complex in nature and you wish to
control the level of questions/information requests
from potential purchasers
The benefit to you is that indicative bids will be of a
better quality and you retain control of the process.
Sale and purchase agreements advisory
Whether you are selling a business and want to achieve a
clean exit at a predictable price, or buying a business and
want appropriate remedies in place if the target’s financial
position is not as expected, the financial terms of the Sale
and Purchase Agreement (SPA) are key.
Whenever you are doing a transaction, our teams can
assist with: structuring the purchase price adjustment
mechanism, a “Locked Box” mechanism, agreeing net
asset or normal working capital targets, accounting
policies and definitions for the completion accounts and
accounting warranties and indemnities.
Valuation and Modelling Services
Valuation Services
We provide valuation and transaction advice to assist
management and stakeholders considering major
transactions that will alter the course of their business
investment. Our advice addresses the specific issues and
processes according to the client’s needs - whether they
are public company directors, private equity investors,
government ministers, bankers or high net worth
individuals.
Our valuation services include:
• Business Valuation – valuation consultative services
to assist clients in strategic investment/divestment
decisions or other financial objectives
• Business Combinations - financial reporting valuation
services for business combinations, including
intangible assets, legal entities, real estate, purchase
price allocation and goodwill estimation
• Impairment of Assets – goodwill and indefinite and
long-lived asset impairment testing for financial
reporting purposes
• Tax Valuation – valuation of businesses or assets for
local, international tax purposes or transfer pricing
• Tangible Assets Valuation – valuation of machinery,
equipment and real estate for transactions, tax or
financial reporting purposes
• Litigation Valuation – valuation analyses in case of
litigation, whether the source of disagreement is an
issue that is pending, active , or only likely
• Loan Portfolio Valuation – fair value estimation of
loan portfolios including non performing loans for
financial reporting, transactions or transfer pricing
purposes
Business Modelling
Whether evaluating strategy options, new ventures or
existing operations, business modelling is becoming an
integral part of the corporate decision-making process.
Our modelling team can help simulate and test your
business options, enhancing your understanding of the
risks and returns in projects, transactions or processes,
including financial and operational restructuring
processes. We aim to generate confidence in the
decision-making process.
We can assist you in developing complex financial
models in a number of areas:
• Business Plan Assistance, Strategy Options, Corporate
Transactions Simulations,
• Merger Integration
• Performance Management and Assurance
• Project Finance and Finance Raising
• Debt Restructuring
A full spectrum of service offerings - One firm
21
Our Offices in Romania
Deloitte is the one firm that can deliver
comprehensive solutions to complex challenges.
Come and discover how our evolving range of
innovative ideas and practical strategies help
companies get the results they need.
BucharestCluj-NapocaTimisoara
4-8 Nicolae Titulescu Road The Office, Building A-B, 6th Floor
City Business Center 2, 5th Floor
East Entrance, 2nd Floor
77, 21 Decembrie 1989 Blvd.
10 Coriolan Brediceanu Street
Sector 1, 011141 400604300011
Phone: +40 21 222 16 61
Phone: +40 21 207 54 17
Phone: +40 21 207 54 13
Fax: +40 21 222 16 60
Fax: +40 364 801 152
Fax: +40 356 178 001
22
Your interests are in the forefront
of our mind, focusing on the best
use of your resources, offering you
as much or as little support as you
need, from hands-on, full-time
deployments to niche deliverables.
A full spectrum of service offerings.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member
firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/ro/about for a detailed description of the legal
structure of Deloitte Touche Tohmatsu Limited and its member firms.
This publication contains general information only, and none of Deloitte Touche Tohmatsu Limited, its member firms, or their related entities
(collectively, the “Deloitte Network”) is, by means of this publication, rendering professional advice or services. Before making any decision or
taking any action that may affect your finances or your business, you should consult a qualified professional adviser. No entity in the Deloitte
Network shall be responsible for any loss whatsoever sustained by any person who relies on this publication.
© 2014 Deloitte Romania